In response to RFA# SM 94-02, the Philadelphia Department of Public Health, Office of Mental Health/Mental Retardation (OMH/MR) proposes via a cooperative agreement to initiate and evaluate an HIV/AIDS MH Services Demonstration Program. This represents a collaborative effort with consumers, HIV/AIDS service and MH providers, advocates, and researchers and is innovative in that it will be undertaken by a public agency (OMH/MR). private non-profit agencies (CO-MHAR. Hall Mercer. We The People),and an academic institution (University of Pennsylvania) Each provide unique skills and expertise. It is based on a CSP philosophy of consumer empowerment and focused on identified needs. Services are targeted to adults living with HIV/AIDS in Philadelphia, those who are affected by the disease (including children, significant others, & families), and leaders of support groups for these persons. There is a clearly demonstrated need for MH services for this population. Persons in Phila. with HIV/AIDS are faced with an array of MH problems including: depression; increased suicide risks; loss of social support; reactions to an incurable, stigmatizing infection; and, often, co-occurring substance abuse problems. Issues surrounding quality of life, feelings of empowerment, vocational skills, and high stress levels may complicate these concerns and compliance with medical regimens and risk behaviors to prevent further infection. Those affected by HIV/AIDS and care givers are impacted similarly and deal with loss and grieving. 30,000 persons are estimated in Philadelphia to be infected with HIV with over representation among people of color and a growing incidence for women. The existing MH system is unable to adequately address these needs as it targets persons with serious mental illnesses. Persons with HIV/AIDS, who do use these services, tend to use expensive emergency and inpatient services. Stigma also plays a role in preventing individuals from seeking MH services. Finally, risk factors such as homelessness, TB, and STDs are highly prevalent. In response to these needs, specific goals and objectives have been set forth and the following city-wide services are proposed: a Modified Clubhouse - to provide assessments, psychosocial rehabilitation, life skills, socialization. risk and transmission reduction counseling and peer counseling and other services for 150 individuals including those for women/children; a long term therapeutic service to provide counseling and psychiatric services for 200 individuals. Formal linkages with an array of providers (with emphasis on health care facilities) and services/systems integration strategies (e.g., benefit acquisition assistance, unified intake, assessment & rehabilitation planning, using additional funding sources) are designed to best address recipients multiple needs. A detailed evaluation plan examines the initiative's outcomes and process. This includes: examining service utilization, employing random sample, statistical analysis and participant observation techniques. and interviewing consumers, key informants and significant others. A management plan and detailed budget/justification maximize agency skill, consumer empowerment, and available resources. Confidentiality requirements/participant protection procedures are created to ensure consumer rights. The above depicts a comprehensive approach to meet the growing MH needs of persons living with/affected by the HIV/AIDS epidemic in Philadelphia.